10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2013

o Transition Report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period from ______ to _______.

Commission File No. 001-32632

UROPLASTY, INC.

(Exact name of registrant as specified in its Charter)

Minnesota, U.S.A.	41-1719250
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5420 Feltl Road

Minnetonka, Minnesota,  55343

(Address of principal executive offices)

(952) 426-6140

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES x  NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x   NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer o Accelerated Filer x Non-Accelerated Filer o Smaller Reporting Company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

YES o   NO x

As of October 24, 2013 the registrant had 21,517,390 shares of common stock outstanding.

Table of Contents

INDEX

UROPLASTY INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Loss	6
	Condensed Consolidated Statement of Shareholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to the Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
	SIGNATURES	21
	Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 302	22
	Certification by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906	24

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2013		March 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	7,091,758	$	3,533,864
Short-term investments		5,445,063		7,936,605
Accounts receivable, net		2,400,531		2,553,447
Inventories		625,102		718,933
Other		442,351		566,536
Total current assets		16,004,805		15,309,385
Property, plant, and equipment, net		1,108,079		1,033,085
Intangible assets, net		127,328		100,502
Long-term investments		-		3,451,711
Deferred tax assets		148,900		146,052
Total assets	$	17,389,112	$	20,040,735

See accompanying notes to the Condensed Consolidated Financial Statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2013			March 31, 2013
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	673,500		$	618,916
Current portion – deferred rent		21,615			35,000
Income taxes payable		6,123			7,729
Accrued liabilities:
Compensation		1,507,596			1,550,846
Other		406,549			476,287
Total current liabilities		2,615,383			2,688,778
Deferred rent		-			5,141
Accrued pension liability		557,495			660,580
Total liabilities		3,172,878			3,354,499
Commitments and contingencies
Shareholders’ equity:
Common stock $.01 par value; 40,000,000 shares authorized, 21,467,390 and 21,005,582 shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively		214,674			210,056
Additional paid-in capital		56,851,809			55,866,338
Accumulated deficit		(42,357,753	)		(38,820,981	)
Accumulated other comprehensive net loss		(492,496	)		(569,177	)
Total shareholders’ equity		14,216,234			16,686,236
Total liabilities and shareholders’ equity	$	17,389,112		$	20,040,735

See accompanying notes to the Condensed Consolidated Financial Statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30						September 30
	2013			2012			2013			2012
Net sales	$	5,976,875		$	5,709,840		$	11,817,716		$	11,286,963
Cost of goods sold		741,842			774,963			1,489,889			1,530,550
Gross profit		5,235,033			4,934,877			10,327,827			9,756,413
Operating expenses
General and administrative		2,390,610			1,027,835			3,971,373			2,119,681
Research and development		428,763			598,933			908,423			1,161,974
Selling and marketing		4,323,084			3,734,042			8,950,493			7,698,877
Amortization		7,826			215,681			14,474			431,290
		7,150,283			5,576,491			13,844,763			11,411,822
Operating loss		(1,915,250	)		(641,614	)		(3,516,936	)		(1,655,409	)
Other income (expense)
Interest income		5,476			10,931			14,740			23,509
Foreign currency exchange gain (loss)		(1,339	)		5,794			(4,034	)		(3,877	)
		4,137			16,725			10,706			19,632
Loss before income taxes		(1,911,113	)		(624,889	)		(3,506,230	)		(1,635,777	)
Income tax expense		16,367			14,637			30,542			23,104
Net loss	$	(1,927,480	)	$	(639,526	)	$	(3,536,772	)	$	(1,658,881	)
Basic and diluted net loss per common share	$	(0.09	)	$	(0.03	)	$	(0.17	)	$	(0.08	)
Weighted average common shares outstanding:
Basic and diluted		21,076,570			20,763,345			20,921,693			20,753,368

See accompanying notes to the Condensed Consolidated Financial Statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended September 30						Six Months Ended September 30
	2013			2012			2013			2012
Net loss	$	(1,927,480	)	$	(639,526	)	$	(3,536,772	)	$	(1,658,881	)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		72,811			36,466			93,419			(44,633	)
Unrealized gain on available-for-sale investments		2,657			2,941			2,817			2,151
Pension adjustments		(15,923	)		(7,116	)		(19,555	)		(465	)
Total other comprehensive income (loss), net of tax		59,545			32,291			76,681			(42,947	)
Comprehensive net loss	$	(1,867,935	)	$	(607,235	)	$	(3,460,091	)	$	(1,701,828	)

See accompanying notes to the Condensed Consolidated Financial Statements.

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UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

Six Months Ended September 30, 2013

(Unaudited)

										Accumulated
					Additional					Other			Total
	Common Stock				Paid-in		Accumulated			Comprehensive			Shareholders'
	Shares		Amount		Capital		Deficit			Loss			Equity
Balance at March 31, 2013		21,005,582	$	210,056	$	55,866,338	$	(38,820,981	)	$	(569,177	)	$	16,686,236
Share-based compensation		331,676		3,317		917,412		-			-			920,729
Proceeds from exercise of stock options, net of shares exchanged		130,132		1,301		68,059		-			-			69,360
Comprehensive net loss		-		-		-		(3,536,772	)		76,681			(3,460,091	)
Balance at September 30, 2013		21,467,390	$	214,674	$	56,851,809	$	(42,357,753	)	$	(492,496	)	$	14,216,234

See accompanying notes to the Condensed Consolidated Financial Statements.

Page 7

UROPLASTY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	September 30
	2013			2012
Cash flows from operating activities:
Net loss	$	(3,536,772	)	$	(1,658,881	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		179,123			576,665
(Gain) loss on disposal of equipment		(5,000	)		2,797
Amortization of premium on marketable securities		6,070			26,716
Share-based consulting expense		-			1,623
Share-based compensation expense		920,729			353,060
Deferred income tax expense		4,979			2,860
Deferred rent		(18,526	)		(18,374	)
Changes in operating assets and liabilities:
Accounts receivable, net		197,216			100,537
Inventories		97,787			(175,833	)
Other current assets		127,104			(102,998	)
Accounts payable		51,232			26,516
Accrued compensation		(51,129	)		(68,162	)
Accrued liabilities, other		(78,619	)		78,202
Accrued pension liability, net		(137,089	)		(36,401	)
Net cash used in operating activities		(2,242,895	)		(891,673	)
Cash flows from investing activities:
Proceeds from maturity of available-for-sale investments		2,000,000			2,000,000
Proceeds from maturity of held-to-maturity investments		3,940,000			3,800,000
Purchases of available-for-sale investments		-			(3,218,286	)
Purchases of held-to-maturity investments		-			(1,780,000	)
Purchases of property, plant and equipment		(208,768	)		(93,981	)
Proceeds from sale of property, plant and equipment		6,773			7,276
Payments for intangible assets		(41,300	)		(4,440	)
Net cash provided by investing activities		5,696,705			710,569
Cash flows from financing activities:
Proceeds from exercise of options		69,360			150,000
Net cash provided by financing activities		69,360			150,000
Effect of exchange rate changes on cash and cash equivalents		34,724			(10,580	)
Net increase (decrease) in cash and cash equivalents		3,557,894			(41,684	)
Cash and cash equivalents at beginning of period		3,533,864			4,653,226
Cash and cash equivalents at end of period	$	7,091,758		$	4,611,542
Cash paid during the period for income taxes	$	25,334		$	35,507

See accompanying notes to the Condensed Consolidated Financial Statements.

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UROPLASTY, INC. AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

We have prepared our Condensed Consolidated Financial Statements included in this Form 10-Q, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information not misleading.  The consolidated results of operations for any interim period are not necessarily indicative of results for a full year.  These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2013 as amended by Form 10-K/A.

The Condensed Consolidated Financial Statements presented herein as of September 30, 2013 and for the three- and six-month periods ended September 30, 2013 and 2012 reflect, in the opinion of management, all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods.

All amounts included in the Notes to Consolidated Condensed Financial Statements are in thousands, except for share and per share data, and as specified otherwise.

2. Newly Adopted Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period.  For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts.  The guidance is effective for annual and interim periods beginning after December 15, 2012.  The Company adopted ASU 2013-02 effective April 1, 2013 and its adoption did not have a material impact on the Company’s financial position, results of operations or liquidity.

In July 2013, the FASB issues ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU No. 2013-11 provides financial statement presentation guidance on whether an unrecognized tax benefit must be presented as either a reduction to a deferred tax asset or separately as a liability.  ASU No. 2013-11 will be effective for fiscal years and interim periods within those years, beginning after December 15, 2013. We do not believe the adoption of this update will have a material impact on our financial statements.

3. Fair Value Measurements

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements.  The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures.  The framework prioritizes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The following three broad levels of inputs may be used to measure fair value under the fair value hierarchy:

· Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

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· Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment.  These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions.

If the inputs used to measure the financial assets and liabilities fall within more than one of the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table provides the assets carried at fair value measured on a recurring basis.

Asset Class	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2013
Short-term investments:
U.S. Government and Agency debt securities	$	5,205	$	-	$	5,205	$	-
Long-term investments:
U.S. Government and Agency debt securities		-		-		-		-
March 31, 2013
Short-term investments:
U.S. Government and Agency debt securities		3,757		-		3,757		-
Long-term investments:
U.S. Government and Agency debt securities		3,452		-		3,452		-

Our U.S. Government and U.S. Government Agency debt securities consist of bonds, notes and treasury bills with risk ratings of AAA/Aaa.  The estimated fair value of these securities represents valuations provided by external investment managers.

The carrying amounts reported in the Condensed Consolidated Balance Sheets for short-term and long-term investments include certificates of deposit of $240 and $4,180 at September 30, 2013 and March 31, 2013, respectively, for which, due to the negligible risk of changes in value resulting from changes in interest rates and the short-term nature of these investments, cost approximates fair market value.

The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, inventories, other current assets, accounts payable and accrued liabilities approximate fair market value.

4. Accounts Receivable

The allowance for doubtful accounts was $70 at September 30, 2013 and $87 at March 31, 2013.

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5. Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value).  Inventories consist of the following:

	September 30, 2013		March 31, 2013
Raw materials	$	144	$	219
Work-in-process		32		21
Finished goods		449		479
	$	625	$	719

6. Net Loss per Common Share

The following potentially dilutive options to purchase shares of common stock and unvested restricted common stock at September 30 were excluded from diluted net loss per common share because of their anti-dilutive effect, and therefore, basic net loss per common share equals dilutive net loss per common share for all periods presented in our Consolidated Statements of Operations:

	Number of options and unvested restricted stock		Range of stock option exercise prices
September 30, 2013		1,802,564		$0.77 to $3.25
September 30, 2012		1,277,235		$0.77 to $3.76

7. Share-based Compensation

As of September 30, 2013, we had one active plan for share-based compensation grants.  Under the plan, if we have a change in control, all outstanding grants, including those subject to vesting or other performance targets, fully vest immediately.  Under this plan, as of September 30, 2013 we had reserved 3,450,000 shares of our common stock for share-based grants, which includes an additional 750,000 shares as approved by the shareholders at our annual meeting on September 12, 2013.  As of September 30, 2013, we had 834,467 shares remaining that were available for grant.

On July 23, 2013, and in connection with the commencement of his employment, our new CEO received a stock grant of 300,000 shares under the 2006 Stock and Incentive Plan that did not carry vesting restrictions.

We recognize share-based compensation expense in the statement of operations based on the fair value of the share-based payment over the requisite service period.  We incurred approximately $921and $355 in share-based compensation and consulting expense for the six months ended September 30, 2013 and 2012 (inclusive of $2 in 2012 for option grants to consultants), respectively.

As of September 30, 2013, we had approximately $2,137 of unrecognized share-based compensation expense, net of estimated forfeitures, related to stock options and restricted shares that we expect to recognize over a weighted-average period of approximately 2.6 years.

Options.  We grant option awards with an exercise price equal to the closing market price of our stock at the date of the grant.  Options granted under this plan generally expire over a period ranging from five to seven years from date of grant and vest at varying rates ranging up to three years.

We determined the fair value of our option awards using the Black-Scholes option pricing model.  We used the following weighted-average assumptions to value the options granted during the six months ended September 30:

	2013			2012
Expected life in years		4.51			5.59
Risk-free interest rate		1.35	%		0.95	%
Expected volatility		89.43	%		91.16	%
Expected dividend yield		0	%		0	%
Weighted-average grant date fair value	$	1.65		$	2.61

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The expected life selected for options granted during the six-months represents the period of time that we expect our options to be outstanding based on management’s expectation of option holder exercise and termination behavior for similar grants.  The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate over the expected life at the time of grant.  Expected volatilities are based upon historical volatility of our stock.  We estimate an average forfeiture rate for stock awards of 6.3% based on our historical experience.

The following table summarizes the activity related to our stock options during the six months ended September 30, 2013:

	Number of shares			Weighted average exercise price		Weighted average remaining life in years		Aggregate intrinsic value
Outstanding at March 31, 2013		2,015,889		$	3.51		2.64	$	598
Options granted		855,125			2.47
Options exercised		(130,132	)		0.88
Options surrendered		(260,199	)		3.76
Outstanding at September 30, 2013		2,480,683		$	3.26		3.91		1,657
Exercisable at September 30, 2013		1,455,279		$	3.69		1.98		859

The total fair value of stock options that vested during the six months ended September 30, 2013 and 2012 was $315 and $386, respectively.

Restricted Stock.  Our 2006 Stock and Incentive Plan also permit our Compensation Committee to grant other stock-based benefits, including restricted shares.  Restricted shares are subject to risk of forfeiture for termination of employment.  The forfeiture risk generally lapses over a period of three to four years.

The following table summarizes the activity related to our restricted shares during the six months ended September 30, 2013:

	Number of Shares			Weighted average grant date fair value		Weighted average remaining  life in years		Aggregate intrinsic  value
Balance at March 31, 2013		180,085		$	4.39		1.50	$	790
Shares granted		121,750			3.06
Shares vested		(29,197	)		4.71
Shares forfeited		(90,074	)		4.38
Balance at September 30, 2013		182,564			3.45		2.45		630

The aggregate intrinsic value shown above for the restricted shares represents the total pre-tax value based on the closing price of our Company’s common stock on the grant date.

8. Savings and Retirement Plans

We sponsor various retirement plans for eligible employees in the United States, the United Kingdom (UK), and The Netherlands. Our retirement savings plan in the United States conforms to Section 401(k) of the Internal Revenue Code and participation is available to substantially all employees. We may also make discretionary contributions ratably to all eligible employees. We made discretionary contributions to the U.S. plan of $113 and $121 for the six months ended September 30, 2013 and 2012, respectively.

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Our international subsidiaries have defined benefit retirement plans for eligible employees.  These plans provide benefits based on the employee’s years of service and compensation during the years immediately preceding retirement, termination, disability, or death, as defined in the plans.

The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three- and six-month periods ended

September 30:

	Three Months Ended September 30						Six Months Ended September 30
	2013			2012			2013			2012
Gross service cost	$	31		$	19		$	62		$	37
Interest cost		34			30			69			61
Expected return on assets		(20	)		(5	)		(40	)		(9	)
Amortization		2			1			3			2
Net periodic retirement cost	$	47		$	45		$	94		$	91

9. Business Segment Information

We aggregate our operating segments into one reportable segment in accordance with the objectives and principles of the applicable guidance.

Net sales to customers outside the United States for the three months ended September 30, 2013 and 2012 represented 25% and 26%, respectively, of our consolidated net sales. Net sales to customers outside the United States for the six months ended September 30, 2013 and 2012 represented 26% and 27%, respectively, of our consolidated net sales.

Information regarding net sales to customers by geographic area for the three and six months ended September 30 is as follows:

	United States		All Other Foreign Countries (1)		Consolidated
Three months ended September 30, 2013	$	4,478	$	1,499	$	5,977
Three months ended September 30, 2012	$	4,219	$	1,491	$	5,710
Six months ended September 30, 2013	$	8,763	$	3,055	$	11,818
Six months ended September 30, 2012	$	8,280	$	3,007	$	11,287

(1) No country accounts for 10% or more of the consolidated net sales

Information regarding geographic area in which we maintain long-lived assets is as follows:

	United States		All Other Foreign Countries (1)		Consolidated
September 30, 2013	$	487	$	621	$	1,108
March 31, 2013	$	434	$	599	$	1,033

(1) Substantially all maintained in The Netherlands

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Accounting policies of the operations in the various geographic areas are the same as those described in Note 1.  Net sales attributed to each geographic area are net of intercompany sales.  No single customer represents 10% or more of our consolidated net sales.  Long-lived assets consist of property, plant and equipment.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We recommend that you read this Report on Form 10-Q in conjunction with our Annual Report on Form 10-K for the year ended March 31, 2013 as amended by Form 10-K/A.

Forward-looking Statements

This Form 10-Q contains “forward-looking statements” relating to projections, plans, objectives, estimates, and other statements of future economic performance.  These forward-looking statements are subject to known and unknown risks and uncertainties relating to our future performance that may cause our actual results, performance, or achievements, or industry results, to differ materially from those expressed or implied in any such forward-looking statements.  Our business operates in highly competitive markets and our ability to achieve the results implied by our forward looking statements is subject to changes in general economic conditions, competition, reimbursement levels, customer and market preferences, government regulation, the impact of tax regulation, foreign exchange rate fluctuations, the degree of market acceptance of products, the uncertainties of potential litigation, as well as other risks and uncertainties detailed elsewhere herein and in our Annual Report filed on Form 10-K for the year ended March 31, 2013 as amended by Form 10-K/A.

We do not undertake, nor assume any obligation, to update any forward-looking statement that we may make from time to time.

Critical Accounting Policies

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require us to make estimates and assumptions in certain circumstances that affect amounts reported.  In preparing these consolidated financial statements, we have made our best estimates and judgments of certain amounts, giving due consideration to materiality.

We have identified in our Annual Report on Form 10-K for the year ended March 31, 2013 as amended by Form 10-K/A as “critical accounting policies,” certain accounting policies that we consider important to the portrayal of our results of operations and financial position and which may require the application of a higher level of judgment by our management, and as a result are subject to an inherent level of uncertainty.  Management made no significant changes to the Company’s critical accounting policies during the six months ended September 30, 2013.

Overview

We are a medical device company that develops, manufactures and markets innovative, proprietary products for the treatment of voiding dysfunctions.  Our primary focus is on two products: the Urgent PC^® Neuromodulation System, which we believe is the only FDA-cleared, minimally invasive, office-based neuromodulation therapy for the treatment of overactive bladder (OAB) and associated symptoms of urinary urgency, urinary frequency, and urge incontinence; and Macroplastique^® Implants, a urethral bulking agent for the treatment of adult female stress urinary incontinence primarily due to intrinsic sphincter deficiency (ISD).  Outside of the U.S., our Urgent PC System is also approved for treatment of fecal incontinence, and Macroplastique is also approved for treatment of male stress incontinence and vesicoureteral reflux.

Our results of operations during the three and six months ended September 30, 2013 reflect growth in our Urgent® PC sales due to new sales strategies, a refocused sales organization, the administrative costs of a detailed review of our internal control over financial reporting, and of significant changes in executive management.  As disclosed in our Annual Report on Form 10-K for the year ended March 31, 2013, and although there were no material errors in the amounts reported in our financial statements, we concluded that that we had a material weakness in our internal controls over financial reporting as of March 31, 2013, and devoted significant resources to identifying and remediating those weaknesses during the quarter. Further in April, our Chief Executive Officer resigned, and we appointed Robert Kill as our interim Chief Executive Office in April and as CEO and President in July.  In July 2013, our Chief Financial Officer retired, and in August 2013, Brett Reynolds became our new Senior VP and CFO.

Page 14

As of October 31, 2013, we had Medicare coverage for Urgent PC in 40 states covering approximately 40 million lives, and we estimate private payers insuring approximately 106 million lives provide coverage for Urgent PC.

Effective September 9, 2013, three states (MN, WI, IL with approximately 3.7 million covered lives) that were under the jurisdiction of Wisconsin Physician Services transitioned to National Government Services (or “NGS”).  NGS is currently the only Medicare Administrative Contractor (MAC) out of the nine MAC’s that declines reimbursement coverage for Urgent PC. Until a new coverage policy is available, patients in the three Midwest states that transitioned to NGS during the quarter who have already started active treatment will be “grandfathered” so they may continue to receive up to 12 treatments, but new patients utilizing Urgent PC will not have reimbursement.  NGS is expected to make a decision on coverage for PTNS by the end of the calendar year.

Effective October 25, 2013, five New England states (Massachusetts, Maine, Rhode Island, New Hampshire and Vermont with approximately 1.9 million covered lives) that were under the jurisdiction of  National Heritage Insurance Company transitioned to NGS. Patients in the five New England states that transitioned to NGS in October who have already started active treatment will be “grandfathered” so they may continue to receive up to 12 treatments, but new patients utilizing Urgent PC will not have reimbursement.

It is expected that the Centers for Medicare and Medicaid Services (CMS) will continue to consolidate the regional Medicare Administrative Contractors and there is no guarantee that Medicare beneficiaries in a region with reimbursement coverage will continue to be reimbursed when consolidated into a regional Medicare carrier with a negative reimbursement policy, or, if reimbursed, that coverage will remain unchanged.

Humana, Inc., the sixth largest private insurer in the US with approximately 12 million covered lives nationwide, implemented a positive coverage policy for OAB treatment using Urgent PC in starting in late October, 2013.  Humana is also the administrator for Tricare South and several Medicare Advantage plans.

We have a comprehensive program to educate the medical directors of both Medicare and private payers regarding the clinical effectiveness, cost effectiveness and patient benefits of using our Urgent PC System.  We continue to work with the medical directors to expand coverage of Urgent PC, and to ensure that coverage continues after the number of Medicare regions are consolidated and regional Medicare administrators are transitioned.

Results of Operations

Three and six months ended September 30, 2013 compared to three and six months ended September 30, 2012 (dollars in thousands except for per share data)

Net Sales:  During the three months ended September 30, 2013, consolidated net sales of $5,977 represented a $267, or a 5% increase, over net sales of $5,710 for the three months ended September 30, 2012.  During the six months ended September 30, 2013, consolidated net sales of $11,818 represented a $531, or a 5% increase, over net sales of $11,287 for the six months ended September 30, 2012.

The increase in consolidated net sales for the three and six months ended September 30, 2013 is mainly attributed to the sales growth of our Urgent PC product, partially offset by a decrease in sales of our Macroplastique product.

Net sales to customers in the U.S. of $4,478 during the three months ended September 30, 2013, represented an increase of $258, or 6%, over net sales of $4,219 for the three months ended September 30, 2012.  Net sales to customers in the U.S. of $8,763 during the six months ended September 30, 2013, represented an increase of $483, or 6%, over net sales of $8,280 for the six months ended September 30, 2012.

Net sales in the U.S. of our Urgent PC product increased 11% to $3,051 for the three months ended September 30, 2013, from $2,746 for the same period last year.  Net sales in the U.S. of our Urgent PC product increased 10% to $5,825 for the six months ended September 30, 2013, from $5,275 for the same period last year.  Net sales increased as a result of overall improved sales execution of our Urgent PC products within the U.S. and the impact of new account conversions in states that now have positive Medicare reimbursement coverage.

Net sales in the U.S. of our Macroplastique product decreased 6%, or $81, to $1,355 for the three months ended September 30, 2013, compared to the same period last year. Net sales in the U.S. of our Macroplastique product decreased 3%, or $94, to $2,843 for the six months ended September 30, 2013, compared to the same period last year.   The sales decrease is attributed primarily to the shift in sales focus from Macroplastique to Urgent PC.

Page 15

Net sales to customers outside the U.S. for the three months ended September 30, 2013 remained flat at $1,499. Net sales to customers outside the U.S. for the six months ended September 30, 2013 increased 2% to $3,055 compared to $3,007 for the six months ended September 30, 2012.

Urgent PC sales to customers outside of the U.S. of $567 for the three months ended September 30, 2013 increased 11% from $510 for the same period last year.  Urgent PC sales to customers outside of the U.S. of $1,194 for the six months ended September 30, 2013 increased 12% from $1,066 for the same period last year.  The increase in sales is due to higher sales in the U.K. where we have our direct sales force.

Macroplastique sales to customers outside of the U.S. declined 2% to $648 in the second fiscal quarter over the corresponding year ago period, and declined 6% to $1,335 for the six months ended September 30, 2013, over the corresponding year ago period. The sales decrease is attributed primarily to the shift in sales focus from Macroplastique to Urgent PC.

Gross Profit:  Gross profit was $5,235, or 87.6% of net sales during the three months ended September 30, 2013, and $4,935, or 86.4% of net sales for the three months ended September 30, 2012.Gross profit was $10,328, or 87.4% of net sales during the six months ended September 30, 2013, and $9,756, or 86.4% of net sales for the six months ended September 30, 2012.The increase in gross profit percentage of 1.2% and 1.0% for the three and six month periods, respectively, is attributed primarily to the favorable impact from a change in product mix and reduced royalty payments. Starting with fiscal year 2014, we no longer pay royalties on sales of our bulking agent products in markets outside of the U.S.

General and Administrative Expenses (G&A):  G&A expenses of $2,391 during the three months ended September 30, 2013, increased $1,363 from $1,028 during the same period in 2012.  $801 of this increase is attributed to changes in executive management, of which $725 is non-cash, share-based compensation expense.  Further, we incurred $430 in legal and accounting fees pertaining to the review of certain internal control issues.

G&A expenses of $3,971 during the six months ended September 30, 2013, increased $1,852 from $2,120 during the same period in 2012.  $930 of this increase is attributed to changes in executive management, of which $561 is non-cash, share based compensation expense.  Further, we incurred $1,100 in legal and accounting fees pertaining to the review of certain internal control issues.

Research and Development Expenses (R&D):  R&D expenses of $429 during the three months ended September 30, 2013, decreased $170 from $599 during the same period in 2012.  The decrease for the three-month period is attributed primarily to a $200 expense in the prior fiscal year for costs incurred for product testing and validation of the planned replacement of components for one of our products.

R&D expenses of $908 during the six months ended September 30, 2013, decreased $254 from $1,162 during the same period in 2012.  The decrease is attributed primarily to a $300 expense in the prior fiscal year six-month period for product testing and validation of the planned replacement of components for one of our products, offset by a $40 increase in costs attributed to clinical studies,and a $36 increase in personnel costs.

Selling and Marketing Expenses (S&M):  S&M expenses of $4,323 during the three months ended September 30, 2013, increased $589, from $3,734, during the same period in 2012.  The increase is attributed primarily to a $411 increase in personnel and travel costs due to the expansion and reorganization of our selling and marketing team, and $74 for the newly introduced Medical Device Tax.

S&M expenses of $8,950 during the six months ended September 30, 2013, increased $1,252 from $7,699 during the same period in 2012.   The increase is attributed primarily to an $800 increase in personnel and travel costs due to the expansion and reorganization of our selling and marketing team, $146 for the newly introduced Medical Device Tax, and a $109 increase in marketing costs related to product promotion and education, advertising, trade shows and conventions.

Amortization of Intangibles: Amortization of intangibles was $8 and $216 for the three months ended September 30, 2013 and 2012, respectively. Amortization of intangibles was $14 and $431 for the six months ended September 30, 2013 and 2012, respectively. In April 2007, we acquired from CystoMedix, Inc., certain intellectual property assets related to the Urgent PC system for $4,700, which became fully amortized in fiscal 2013.

Other Income (Expense):  Other income (expense) includes interest income and foreign currency exchange gains and losses.  Net other income was $4 and $17 for the three months ended September 30, 2013 and 2012, respectively.  Net other income was $11 and $20 for the six months ended September 30, 2013 and 2012, respectively.  Other income decreased primarily as the result of a decrease in interest income on lower cash and investment balances and interest rates.

Page 16

Income Tax Expense:  During the three months ended September 30, 2013 and 2012, we recorded income tax expense of $16 and $15, respectively. During the six months ended September 30, 2013 and 2012, we recorded income tax expense of $31 and $23, respectively. Income tax expense is attributed to our Netherlands subsidiary and to the payment of minimum state taxes in the U.S.

Non-GAAP Financial Measures:  The following table reconciles our operating loss calculated in accordance with accounting principles generally accepted in the U.S. (GAAP) to non-GAAP financial measures that exclude non-cash charges for share-based compensation, and depreciation and amortization expenses from gross profit, operating expenses and operating loss.  The non-GAAP financial measures used by management and disclosed by us are not a substitute for, nor superior to, financial measures and consolidated financial results calculated in accordance with GAAP, and you should carefully evaluate our reconciliations to non-GAAP.  We may calculate our non-GAAP financial measures differently from similarly titled measures used by other companies.  Therefore, our non-GAAP financial measures may not be comparable to those used by other companies.  We have described the reconciliations of each of our non-GAAP financial measures described above to the most directly comparable GAAP financial measures.

We use these non-GAAP financial measures, and in particular non-GAAP operating loss, for internal managerial purposes because we believe such measures are important indicators of the strength and the operating performance of our business.  Analysts and investors frequently ask us for this information.  We believe that they use these measures to evaluate the overall operating performance of companies in our industry, including as a means of comparing period-to-period results and as a means of evaluating our results with those of other companies.

Our non-GAAP operating loss during the three months ended September 30, 2013 and 2012 was approximately $917 and $163, respectively.  The increase in non-GAAP operating loss for the three months ended September 30, 2013 over the corresponding period a year ago is attributed to the increase in operating expenses, offset slightly by the increase in net sales and gross profit percent.  Our non-GAAP operating loss during the six months ended September 30, 2013 and 2012 was approximately $2,417 and $724, respectively.  The increase in non-GAAP operating loss for the six months ended September 30, 2013 over the corresponding period a year ago is attributed to the increase in operating expenses, offset slightly by the increase in net sales and gross profit percent.

				Expense Adjustments
Three-Months Ended	GAAP			Share-based Expense			Depreciation			Amortization of Intangibles			Non-GAAP
September 30, 2013
Gross profit	$	5,235		$	6		$	9					$	5,250
% of net sales		87.6	%											87.8	%
Operating expenses
General and administrative		2,390			(834	)		(53	)					1,503
Research and development		429			(11	)		(1	)					417
Selling and marketing		4,323			(54	)		(22	)					4,247
Amortization		8								$	(8	)		-
		7,150			(899	)		(76	)		(8	)		6,167
Operating loss	$	(1,915	)	$	905		$	85		$	8		$	(917	)
September 30, 2012
Gross profit	$	4,935		$	8		$	9					$	4,952
% of net sales		86.4	%											86.7	%
Operating expenses
General and administrative		1,028			(108	)		(50	)					870
Research and development		599			(14	)		(1	)					584
Selling and marketing		3,734			(60	)		(13	)					3,661
Amortization		216								$	(216	)		-
		5,577			(182	)		(64	)		(216	)		5,115
Operating loss	$	(642	)	$	190		$	73		$	216		$	(163	)

Page 17

				Expense Adjustments
Six-Months Ended	GAAP			Share-based Expense			Depreciation			Amortization of Intangibles			Non-GAAP
September 30, 2013
Gross profit	$	10,328		$	14		$	18					$	10,360
% of net sales		87.4	%											87.7	%
Operating expenses
General and administrative		3,971			(755	)		(103	)					3,113
Research and development		908			(25	)		(2	)					881
Selling and marketing		8,951			(127	)		(41	)					8,783
Amortization		15								$	(15	)		-
		13,845			(907	)		(146	)		(15	)		12,777
Operating loss	$	(3,517	)	$	921		$	164		$	15		$	(2,417	)
September 30, 2012
Gross profit	$	9,756		$	15		$	18					$	9,789
% of net sales		86.4	%											86.7	%
Operating expenses
General and administrative		2,120			(194	)		(96	)					1,830
Research and development		1,162			(26	)		(2	)					1,134
Selling and marketing		7,699			(120	)		(30	)					7,549
Amortization		431								$	(431	)		-
		11,412			(340	)		(128	)		(431	)		10,513
Operating loss	$	(1,656	)	$	355		$	146		$	431		$	(724	)

Liquidity and Capital Resources

Cash Flows.

At September 30, 2013, our cash and cash equivalents and short-term investments balances totaled $12,537.

At September 30, 2013, we had working capital of approximately $13,389.

For the six months ended September 30, 2013, we used $2,243 of cash in operating activities, compared to $892 of cash used during the six months ended September 30, 2012.  We used this cash primarily to fund the operating loss, net of non-cash charges for depreciation, amortization of intangibles and share-based compensation, of $2,417 during the six months ended September 30, 2013, and $724 during the six months ended September 30, 2012.  The six-month net loss for our current fiscal year includes nonrecurring cash expenses of $369 attributed to changes in executive management and $1,100 for legal and audit fees pertaining to the review of certain internal control issues.

During the six months ended September 30, 2013, and 2012, we generated $5,940, and $802, respectively, of net cash from the maturity of marketable securities.

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For the six months ended September 30, 2013, we used $209 to purchase property, plant and equipment compared with approximately $94 for the same period a year ago. The increase is related to the purchase of new computer equipment for our sales force.

Sources of Liquidity.

We believe the $12,537 of cash and short-term investments we maintained at September 30, 2013, is adequate to meet our needs for the next twelve months, and depending upon our profitability, substantially longer.  Although we have historically not generated cash from operations because we have yet to achieve profitability, we anticipate that we will become profitable and generate excess cash from operations prior to the full use of the current available cash and investments.  To achieve this however, we must generate substantially more revenue than we have this quarter or in prior years.

Our ability to achieve significant revenue growth will depend, in large part, on our ability to achieve widespread market acceptance for our products and successfully expand our business in the U.S.  We cannot guarantee that we will be entirely successful at this.  If we fail to meet our projections of profitability and cash flow, or determine to use cash for matters we have not currently projected, we may need to again seek financing to meet our cash needs.  We cannot assure you that such financing, if needed, will be available to us on acceptable terms, or at all.

Commitments and Contingencies.

We discuss our commitments and contingencies in our Annual Report on Form 10-K for the year ended March 31, 2013.  There have been no significant changes in our commitments for capital expenditure and contractual obligations since March 31, 2013.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We discuss quantitative and qualitative disclosures about market risk in our Annual Report on Form 10-K for the year ended March 31, 2013.  There have been no significant changes since March 31, 2013.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including, our President and Chief Executive Officer and Chief Financial Officer (“CEO and CFO”), we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934 (the “Exchange Act”).  Based on this evaluation, our CEO and CFO concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, in a manner that allows timely decisions regarding required disclosure.

Changes In Internal Control Over Financial Reporting.

As disclosed in our Annual Report on Form 10-K for the year ended March 31, 2013, we concluded that we did not have adequate internal controls over financial reporting as of March 31, 2013. Although there were no material errors in the amounts that we had previously reported in our financial statements, we believe that we had a material weakness in our internal controls such that a material error in our financial statements could have occurred.

During the quarter ended June 30, 2013, and in addition to management changes we experienced, we updated our internal attestations procedures and provided increased education for sales, accounting, customer service and shipping personnel relative to procedures for, and their responsibilities for internal controls.

Despite the remedial measures that have been implemented, the material weakness cannot be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.  

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except for the pending complaints referred to in Item 3 of our Annual Report on Form 10-K for the year ended March 31, 2013, we are not subject to any legal proceedings outside the ordinary course of business.  The complaint relating to the suit filed in the United States District Court for the Southern District of New York was served on the Company on July 30, 2013and was subsequently dismissed.

ITEM 1A. RISK FACTORS

Reference is made to Item 1A of our Annual Report on Form 10-K for the year ended March 31, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None during the quarter ended September 30, 2013.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

31.1  Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1  Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (this Exhibit is “furnished” pursuant to SEC rules, but is deemed not “filed”)

101 Financial statements from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in Extensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheet, (ii) the Condensed Consolidated Statement of Operations, (iii) the Condensed Consolidated Statement of Comprehensive Loss, (iv) the Condensed Consolidated Statement of Shareholders’ Equity, (v) the Condensed Consolidated Statement of Cash Flows and (vi) the Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	UROPLASTY, INC.
Date:  November 7, 2013	By:	/s/ ROBERT KILL
	Robert Kill
	President and Chief Executive Officer
Date: November 7, 2013	By:	/s/ BRETT REYNOLDS
	Brett Reynolds
	SVP and Chief Financial Officer

Page 21

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Kill, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2013 of Uroplasty, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: November 7, 2013

/s/ ROBERT KILL

Robert Kill

President and Chief Executive Officer

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Brett Reynolds, certify that:

1. I have reviewed this report on Form 10-Q for the quarterly period ended September 30, 2013 of Uroplasty, Inc. (the “Registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

(d) disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Dated: November 7, 2013

/s/ BRETT REYNOLDS

Brett Reynolds

SVP and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Uroplasty, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Kill, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ ROBERT KILL

Robert Kill

Chief Executive Officer

Dated: November 7, 2013

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Uroplasty, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brett Reynolds, SVP and Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ BRETT REYNOLDS

Brett Reynolds

SVP and Chief Financial Officer

Dated: November 7, 2013

XML

Fair Value Measurements (Tables)

6 Months Ended

Sep. 30, 2013

Fair Value Measurements [Abstract]

Assets carried at fair value measured on a recurring basis

The following table provides the assets carried at fair value measured on a recurring basis.

Asset Class	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2013
Short-term investments:
U.S. Government and Agency debt securities	$	5,205	$	-	$	5,205	$	-
Long-term investments:
U.S. Government and Agency debt securities		-		-		-		-
March 31, 2013
Short-term investments:
U.S. Government and Agency debt securities		3,757		-		3,757		-
Long-term investments:
U.S. Government and Agency debt securities		3,452		-		3,452		-

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) [Abstract]
Net sales	$ 5,976,875	$ 5,709,840	$ 11,817,716	$ 11,286,963
Cost of goods sold	741,842	774,963	1,489,889	1,530,550
Gross profit	5,235,033	4,934,877	10,327,827	9,756,413
Operating expenses
General and administrative	2,390,610	1,027,835	3,971,373	2,119,681
Research and development	428,763	598,933	908,423	1,161,974
Selling and marketing	4,323,084	3,734,042	8,950,493	7,698,877
Amortization	7,826	215,681	14,474	431,290
Total operating expenses	7,150,283	5,576,491	13,844,763	11,411,822
Operating loss	(1,915,250)	(641,614)	(3,516,936)	(1,655,409)
Other income (expense)
Interest income	5,476	10,931	14,740	23,509
Foreign currency exchange gain (loss)	(1,339)	5,794	(4,034)	(3,877)
Total other income (expense)	4,137	16,725	10,706	19,632
Loss before income taxes	(1,911,113)	(624,889)	(3,506,230)	(1,635,777)
Income tax expense	16,367	14,637	30,542	23,104
Net loss	$ (1,927,480)	$ (639,526)	$ (3,536,772)	$ (1,658,881)
Basic and diluted net loss per common share (in dollars per share)	$ (0.09)	$ (0.03)	$ (0.17)	$ (0.08)
Weighted average common shares outstanding:
Basic and diluted (in shares)	21,076,570	20,763,345	20,921,693	20,753,368

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Fair Value Measurements

6 Months Ended

Sep. 30, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

3. Fair Value Measurements

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements.  The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures.  The framework prioritizes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  The following three broad levels of inputs may be used to measure fair value under the fair value hierarchy:

· Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.  These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

· Level 3: Significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment.  These values are generally determined using pricing models for which the assumptions utilize management's estimates of market participant assumptions.

If the inputs used to measure the financial assets and liabilities fall within more than one of the different levels described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table provides the assets carried at fair value measured on a recurring basis.

Asset Class	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2013
Short-term investments:
U.S. Government and Agency debt securities	$	5,205	$	-	$	5,205	$	-
Long-term investments:
U.S. Government and Agency debt securities		-		-		-		-
March 31, 2013
Short-term investments:
U.S. Government and Agency debt securities		3,757		-		3,757		-
Long-term investments:
U.S. Government and Agency debt securities		3,452		-		3,452		-

Our U.S. Government and U.S. Government Agency debt securities consist of bonds, notes and treasury bills with risk ratings of AAA/Aaa.  The estimated fair value of these securities represents valuations provided by external investment managers.

The carrying amounts reported in the Condensed Consolidated Balance Sheets for short-term and long-term investments include certificates of deposit of $240 and $4,180 at September 30, 2013 and March 31, 2013, respectively, for which, due to the negligible risk of changes in value resulting from changes in interest rates and the short-term nature of these investments, cost approximates fair market value.

The carrying amounts reported in the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, inventories, other current assets, accounts payable and accrued liabilities approximate fair market value.

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Accounts Receivable (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Mar. 31, 2013
Accounts Receivable [Abstract]
Allowance for doubtful accounts and sales returns	$ 70	$ 87

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Inventories (Tables)

6 Months Ended

Sep. 30, 2013

Inventories [Abstract]

Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value).  Inventories consist of the following:

	September 30, 2013		March 31, 2013
Raw materials	$	144	$	219
Work-in-process		32		21
Finished goods		449		479
	$	625	$	719

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Share-based Compensation (Details) (USD $)	6 Months Ended			6 Months Ended				12 Months Ended	6 Months Ended			12 Months Ended		6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Mar. 31, 2013	Sep. 30, 2013 Minimum [Member]	Sep. 30, 2013 Maximum [Member]	Sep. 30, 2013 Stock Options [Member]	Sep. 30, 2012 Stock Options [Member]	Mar. 31, 2013 Stock Options [Member]	Sep. 30, 2013 Stock Options [Member] Maximum [Member]	Sep. 30, 2012 Stock Options [Member] Consultants [Member]	Sep. 30, 2013 Restricted Stock [Member]	Mar. 31, 2013 Restricted Stock [Member]	Jul. 23, 2013 Stock Compensation Plan [Member] New Chief Executive [Member]	Sep. 30, 2013 2006 Amended Stock and Incentive Plan [Member] Plan	Sep. 30, 2013 2006 Amended Stock and Incentive Plan [Member] Stock Options [Member] Minimum [Member]	Sep. 30, 2013 2006 Amended Stock and Incentive Plan [Member] Stock Options [Member] Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of active plans for share-based compensation grants														1
Number of shares reserved for share-based grants (in shares)														3,450,000
Additional shares approved for share-based grants (in shares)														750,000
Stock grants (in shares)	21,467,390		21,005,582										300,000
Shares available for grant (in shares)														834,467
Term of share-based payment award (in years)															5 years	7 years
Vesting period																3 years
Share-based compensation and consulting expense	$ 921,000	$ 355,000								$ 2,000
Weighted-average assumptions used to value the options granted [Abstract]
Expected life in years						4 years 6 months 4 days	5 years 7 months 2 days
Risk free interest rate (in hundredths)						1.35%	0.95%
Expected volatility (in hundredths)						89.43%	91.16%
Expected dividend yield (in hundredths)						0.00%	0.00%
Weighted-average grant date fair value (in dollars per share)						$ 1.65	$ 2.61
Forfeiture rate (in hundredths)									6.30%
Stock options, number of shares [Roll Forward]
Outstanding, beginning of period (in shares)						2,015,889
Options granted (in shares)						855,125
Options exercised (in shares)						(130,132)
Options surrendered (in shares)						(260,199)
Outstanding, end of period (in shares)						2,480,683		2,015,889
Exercisable, end of period (in shares)						1,455,279
Stock options, weighted average exercise price [Roll Forward]
Outstanding, beginning of period (in dollars per share)						$ 3.51
Options granted (in dollars per share)						$ 2.47
Options exercised (in dollars per share)						$ 0.88
Options surrendered (in dollars per share)						$ 3.76
Outstanding, end of period (in dollars per share)						$ 3.26		$ 3.51
Exercisable, end of period (in dollars per share)						$ 3.69
Stock options, additional disclosures [Abstract]
Outstanding, aggregate intrinsic value, end of period						1,657		598
Exercisable, aggregate intrinsic value, end of period						859
Outstanding, weighted average remaining life in years						3 years 10 months 28 days		2 years 7 months 20 days
Exercisable, Weighted average remaining life in years						1 year 11 months 23 days
Fair value of stock options vested						315,000	386,000
Forfeiture risk, expiration period				3 years	4 years
Restricted shares, number of shares [Roll Forward]
Balance, beginning of period (in shares)											180,085
Shares granted (in shares)											121,750
Shares vested (in shares)											(29,197)
Shares forfeited (in shares)											(90,074)
Balance, end of period (in shares)											182,564	180,085
Restricted shares, weighted average grant date fair value [Roll Forward]
Balance, beginning of period (in dollars per share)											$ 4.39
Shares granted (in dollars per share)											$ 3.06
Shares vested (in dollars per share)											$ 4.71
Shares forfeited (in dollars per share)											$ 4.38
Balance, end of period (in dollars per share)											$ 3.45	$ 4.39
Restricted shares, additional disclosures [Abstract]
Weighted average remaining life in years											2 years 5 months 12 days	1 year 6 months
Outstanding, Aggregate intrinsic value											630	790
Unrecognized share-based compensation expense	$ 2,137,000
Unrecognized compensation expense, weighted average period of recognition	2 years 7 months 6 days

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Net Loss per Common Share (Details) (Options and Unvested Restricted Stock [Member], USD $)	6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Options and Unvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of anti-dilutive shares excluded from computation of diluted loss per common share (in shares)	1,802,564	1,277,235
Range of exercise prices - lower range limit (in dollars per share)	$ 0.77	$ 0.77
Range of exercise prices - upper range limit (in dollars per share)	$ 3.25	$ 3.76

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Inventories (Details) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Inventories [Abstract]
Raw materials	$ 144,000	$ 219,000
Work-in-process	32,000	21,000
Finished goods	449,000	479,000
Inventories	$ 625,102	$ 718,933

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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (USD $)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Loss [Member]	Total
Balance at Mar. 31, 2013	$ 210,056	$ 55,866,338	$ (38,820,981)	$ (569,177)	$ 16,686,236
Balance (in shares) at Mar. 31, 2013	21,005,582
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based consulting and compensation	3,317	917,412	0	0	920,729
Share-based consulting and compensation (in shares)	331,676
Proceeds from exercise of stock options, net of shares exchanged	1,301	68,059	0	0	69,360
Proceeds from exercise of stock options, net of shares exchanged (in shares)	130,132
Comprehensive net loss	0	0	(3,536,772)	76,681	(3,460,091)
Balance at Sep. 30, 2013	$ 214,674	$ 56,851,809	$ (42,357,753)	$ (492,496)	$ 14,216,234
Balance (in shares) at Sep. 30, 2013	21,467,390

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Basis of Presentation

6 Months Ended

Sep. 30, 2013

Basis of Presentation [Abstract]

Basis of Presentation

1. Basis of Presentation

We have prepared our Condensed Consolidated Financial Statements included in this Form 10-Q, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to such rules and regulations, although we believe that our disclosures are adequate to make the information not misleading.  The consolidated results of operations for any interim period are not necessarily indicative of results for a full year.  These Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended March 31, 2013 as amended by Form 10-K/A.

The Condensed Consolidated Financial Statements presented herein as of September 30, 2013 and for the three- and six-month periods ended September 30, 2013 and 2012 reflect, in the opinion of management, all material adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods.

All amounts included in the Notes to Consolidated Condensed Financial Statements are in thousands, except for share and per share data, and as specified otherwise.

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Accounts Receivable

6 Months Ended

Sep. 30, 2013

Accounts Receivable [Abstract]

Accounts Receivable

4. Accounts Receivable

The allowance for doubtful accounts was $70 at September 30, 2013 and $87 at March 31, 2013.

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Newly Adopted Accounting Pronouncements

6 Months Ended

Sep. 30, 2013

Newly Adopted Accounting Pronouncements [Abstract]

Newly Adopted Accounting Pronouncements

2. Newly Adopted Accounting Pronouncements

In February 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component.  In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period.  For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts.  The guidance is effective for annual and interim periods beginning after December 15, 2012.  The Company adopted ASU 2013-02 effective April 1, 2013 and its adoption did not have a material impact on the Company’s financial position, results of operations or liquidity.

In July 2013, the FASB issues ASU No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU No. 2013-11 provides financial statement presentation guidance on whether an unrecognized tax benefit must be presented as either a reduction to a deferred tax asset or separately as a liability.  ASU No. 2013-11 will be effective for fiscal years and interim periods within those years, beginning after December 15, 2013. We do not believe the adoption of this update will have a material impact on our financial statements.

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Savings and Retirement Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Savings and Retirement Plans [Abstract]
Employer discretionary contribution amount to U.S. plan			$ 113	$ 121
Defined Benefit Plans, Net Periodic Retirement Cost [Abstract]
Gross service cost	31	19	62	37
Interest cost	34	30	69	61
Expected return on assets	(20)	(5)	(40)	(9)
Amortization	2	1	3	2
Net periodic retirement cost	$ 47	$ 45	$ 94	$ 91

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Shareholders' equity
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	21,467,390	21,005,582
Common stock, shares outstanding (in shares)	21,467,390	21,005,582

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Share-based Compensation

6 Months Ended

Sep. 30, 2013

Share-based Compensation [Abstract]

Share-based Compensation

7. Share-based Compensation

As of September 30, 2013, we had one active plan for share-based compensation grants.  Under the plan, if we have a change in control, all outstanding grants, including those subject to vesting or other performance targets, fully vest immediately.  Under this plan, as of September 30, 2013 we had reserved 3,450,000 shares of our common stock for share-based grants, which includes an additional 750,000 shares as approved by the shareholders at our annual meeting on September 12, 2013.  As of September 30, 2013, we had 834,467 shares remaining that were available for grant.

On July 23, 2013, and in connection with the commencement of his employment, our new CEO received a stock grant of 300,000 shares under the 2006 Stock and Incentive Plan that did not carry vesting restrictions.

We recognize share-based compensation expense in the statement of operations based on the fair value of the share-based payment over the requisite service period.  We incurred approximately $921and $355 in share-based compensation and consulting expense for the six months ended September 30, 2013 and 2012 (inclusive of $2 in 2012 for option grants to consultants), respectively.

As of September 30, 2013, we had approximately $2,137 of unrecognized share-based compensation expense, net of estimated forfeitures, related to stock options and restricted shares that we expect to recognize over a weighted-average period of approximately 2.6 years.

Options.  We grant option awards with an exercise price equal to the closing market price of our stock at the date of the grant.  Options granted under this plan generally expire over a period ranging from five to seven years from date of grant and vest at varying rates ranging up to three years.

We determined the fair value of our option awards using the Black-Scholes option pricing model.  We used the following weighted-average assumptions to value the options granted during the six months ended September 30:

	2013			2012
Expected life in years		4.51			5.59
Risk-free interest rate		1.35	%		0.95	%
Expected volatility		89.43	%		91.16	%
Expected dividend yield		0	%		0	%
Weighted-average grant date fair value	$	1.65		$	2.61

The expected life selected for options granted during the six-months represents the period of time that we expect our options to be outstanding based on management’s expectation of option holder exercise and termination behavior for similar grants.  The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate over the expected life at the time of grant.  Expected volatilities are based upon historical volatility of our stock.  We estimate an average forfeiture rate for stock awards of 6.3% based on our historical experience.

The following table summarizes the activity related to our stock options during the six months ended September 30, 2013:

	Number of shares			Weighted average exercise price		Weighted average remaining life in years		Aggregate intrinsic value
Outstanding at March 31, 2013		2,015,889		$	3.51		2.64	$	598
Options granted		855,125			2.47
Options exercised		(130,132	)		0.88
Options surrendered		(260,199	)		3.76
Outstanding at September 30, 2013		2,480,683		$	3.26		3.91		1,657
Exercisable at September 30, 2013		1,455,279		$	3.69		1.98		859

The total fair value of stock options that vested during the six months ended September 30, 2013 and 2012 was $315 and $386, respectively.

Restricted Stock.  Our 2006 Stock and Incentive Plan also permit our Compensation Committee to grant other stock-based benefits, including restricted shares.  Restricted shares are subject to risk of forfeiture for termination of employment.  The forfeiture risk generally lapses over a period of three to four years.

The following table summarizes the activity related to our restricted shares during the six months ended September 30, 2013:

	Number of Shares			Weighted average grant date fair value		Weighted average remaining  life in years		Aggregate intrinsic  value
Balance at March 31, 2013		180,085		$	4.39		1.50	$	790
Shares granted		121,750			3.06
Shares vested		(29,197	)		4.71
Shares forfeited		(90,074	)		4.38
Balance at September 30, 2013		182,564			3.45		2.45		630

The aggregate intrinsic value shown above for the restricted shares represents the total pre-tax value based on the closing price of our Company’s common stock on the grant date.

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) [Abstract]
Net loss	$ (1,927,480)	$ (639,526)	$ (3,536,772)	$ (1,658,881)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	72,811	36,466	93,419	(44,633)
Unrealized gain on available-for-sale investments	2,657	2,941	2,817	2,151
Pension adjustments	(15,923)	(7,116)	(19,555)	(465)
Total other comprehensive income (loss), net of tax	59,545	32,291	76,681	(42,947)
Comprehensive net loss	$ (1,867,935)	$ (607,235)	$ (3,460,091)	$ (1,701,828)

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2013	Mar. 31, 2013
Current assets:
Cash and cash equivalents	$ 7,091,758	$ 3,533,864
Short-term investments	5,445,063	7,936,605
Accounts receivable, net	2,400,531	2,553,447
Inventories	625,102	718,933
Other	442,351	566,536
Total current assets	16,004,805	15,309,385
Property, plant, and equipment, net	1,108,079	1,033,085
Intangible assets, net	127,328	100,502
Long-term investments	0	3,451,711
Deferred tax assets	148,900	146,052
Total assets	17,389,112	20,040,735
Current liabilities:
Accounts payable	673,500	618,916
Current portion - deferred rent	21,615	35,000
Income tax payable	6,123	7,729
Accrued liabilities:
Compensation	1,507,596	1,550,846
Other	406,549	476,287
Total current liabilities	2,615,383	2,688,778
Deferred rent	0	5,141
Accrued pension liability	557,495	660,580
Total liabilities	3,172,878	3,354,499
Commitments and Contingencies
Shareholders' equity:
Common stock $.01 par value; 40,000,000 shares authorized, 21,467,390 and 21,005,582 shares issued and outstanding at September 30, 2013 and March 31, 2013, respectively	214,674	210,056
Additional paid-in capital	56,851,809	55,866,338
Accumulated deficit	(42,357,753)	(38,820,981)
Accumulated other comprehensive net loss	(492,496)	(569,177)
Total shareholders' equity	14,216,234	16,686,236
Total liabilities and shareholders' equity	$ 17,389,112	$ 20,040,735

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Business Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				6 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013 Segment		Sep. 30, 2012		Mar. 31, 2013
Business Segment Information [Abstract]
Number of operating segments					1
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenue by customer (in hundredths)	25.00%		26.00%		26.00%		27.00%
Revenues	$ 5,977		$ 5,710		$ 11,818		$ 11,287
Long-lived assets	1,108				1,108				1,033
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	4,478		4,219		8,763		8,280
Long-lived assets	487				487				434
All Other Foreign Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues	1,499	[1]	1,491	[1]	3,055	[1]	3,007	[1]
Long-lived assets	$ 621	[2]			$ 621	[2]			$ 599	[2]

[1] No country accounts for 10% or more of the consolidated net sales.

[2] Substantially all maintained in The Netherlands.

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2013	Mar. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Certificates of Deposit	$ 240	$ 4,180
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	5,205	3,757
Fair Value, Measurements, Recurring [Member] | Long-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	0	3,452
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Long-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Short-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	5,205	3,757
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Long-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	0	3,452
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	0	0
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Long-term Investments [Member] | US Government and Agency debt securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Government and Agency debt securities	$ 0	$ 0

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Net Loss per Common Share

6 Months Ended

Sep. 30, 2013

Net Loss per Common Share [Abstract]

Net Loss per Common Share

6. Net Loss per Common Share

The following potentially dilutive options to purchase shares of common stock and unvested restricted common stock at September 30 were excluded from diluted net loss per common share because of their anti-dilutive effect, and therefore, basic net loss per common share equals dilutive net loss per common share for all periods presented in our Consolidated Statements of Operations:

	Number of options and unvested restricted stock		Range of stock option exercise prices
September 30, 2013		1,802,564		$0.77 to $3.25
September 30, 2012		1,277,235		$0.77 to $3.76

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Business Segment Information

6 Months Ended

Sep. 30, 2013

Business Segment Information [Abstract]

Business Segment Information

9. Business Segment Information

We aggregate our operating segments into one reportable segment in accordance with the objectives and principles of the applicable guidance.

Net sales to customers outside the United States for the three months ended September 30, 2013 and 2012 represented 25% and 26%, respectively, of our consolidated net sales. Net sales to customers outside the United States for the six months ended September 30, 2013 and 2012 represented 26% and 27%, respectively, of our consolidated net sales.

Information regarding net sales to customers by geographic area for the three and six months ended September 30 is as follows:

	United States		All Other Foreign Countries (1)		Consolidated
Three months ended September 30, 2013	$	4,478	$	1,499	$	5,977
Three months ended September 30, 2012	$	4,219	$	1,491	$	5,710
Six months ended September 30, 2013	$	8,763	$	3,055	$	11,818
Six months ended September 30, 2012	$	8,280	$	3,007	$	11,287

(1) No country accounts for 10% or more of the consolidated net sales

Information regarding geographic area in which we maintain long-lived assets is as follows:

	United States		All Other Foreign Countries (1)		Consolidated
September 30, 2013	$	487	$	621	$	1,108
March 31, 2013	$	434	$	599	$	1,033

(1) Substantially all maintained in The Netherlands

Accounting policies of the operations in the various geographic areas are the same as those described in Note 1.  Net sales attributed to each geographic area are net of intercompany sales.  No single customer represents 10% or more of our consolidated net sales.  Long-lived assets consist of property, plant and equipment.

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Inventories

6 Months Ended

Sep. 30, 2013

Inventories [Abstract]

Inventories

5. Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value).  Inventories consist of the following:

	September 30, 2013		March 31, 2013
Raw materials	$	144	$	219
Work-in-process		32		21
Finished goods		449		479
	$	625	$	719

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	6 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:
Net loss	$ (3,536,772)	$ (1,658,881)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	179,123	576,665
(Gain) loss on disposal of equipment	(5,000)	2,797
Amortization of premium on marketable securities	6,070	26,716
Share-based consulting expense	0	1,623
Share-based compensation expense	920,729	353,060
Deferred income tax expense	4,979	2,860
Deferred rent	(18,526)	(18,374)
Changes in operating assets and liabilities:
Accounts receivable, net	197,216	100,537
Inventories	97,787	(175,833)
Other current assets	127,104	(102,998)
Accounts payable	51,232	26,516
Accrued compensation	(51,129)	(68,162)
Accrued liabilities, other	(78,619)	78,202
Accrued pension liability, net	(137,089)	(36,401)
Net cash used in operating activities	(2,242,895)	(891,673)
Cash flows from investing activities:
Proceeds from maturity of available-for-sale investments	2,000,000	2,000,000
Proceeds from maturity of held-to-maturity investments	3,940,000	3,800,000
Purchases of available-for-sale investments	0	(3,218,286)
Purchases of held-to-maturity investments	0	(1,780,000)
Purchases of property, plant and equipment	(208,768)	(93,981)
Proceeds from sale of property, plant and equipment	6,773	7,276
Payments for intangible assets	(41,300)	(4,440)
Net cash provided by investing activities	5,696,705	710,569
Cash flows from financing activities:
Proceeds from exercise of options	69,360	150,000
Net cash provided by financing activities	69,360	150,000
Effect of exchange rate changes on cash and cash equivalents	34,724	(10,580)
Net increase (decrease) in cash and cash equivalents	3,557,894	(41,684)
Cash and cash equivalents at beginning of period	3,533,864	4,653,226
Cash and cash equivalents at end of period	7,091,758	4,611,542
Cash paid during the period for income taxes	$ 25,334	$ 35,507

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Net Loss per Common Share (Tables)

6 Months Ended

Sep. 30, 2013

Net Loss per Common Share [Abstract]

Anti-dilutive securities excluded from diluted loss per common share

The following potentially dilutive options to purchase shares of common stock and unvested restricted common stock at September 30 were excluded from diluted net loss per common share because of their anti-dilutive effect, and therefore, basic net loss per common share equals dilutive net loss per common share for all periods presented in our Consolidated Statements of Operations:

	Number of options and unvested restricted stock		Range of stock option exercise prices
September 30, 2013		1,802,564		$0.77 to $3.25
September 30, 2012		1,277,235		$0.77 to $3.76

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Savings and Retirement Plans

6 Months Ended

Sep. 30, 2013

Savings and Retirement Plans [Abstract]

Savings and Retirement Plans

8. Savings and Retirement Plans

We sponsor various retirement plans for eligible employees in the United States, the United Kingdom (UK), and The Netherlands. Our retirement savings plan in the United States conforms to Section 401(k) of the Internal Revenue Code and participation is available to substantially all employees. We may also make discretionary contributions ratably to all eligible employees. We made discretionary contributions to the U.S. plan of $113 and $121 for the six months ended September 30, 2013 and 2012, respectively.

Our international subsidiaries have defined benefit retirement plans for eligible employees.  These plans provide benefits based on the employee’s years of service and compensation during the years immediately preceding retirement, termination, disability, or death, as defined in the plans.

The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three- and six-month periods ended

September 30:

	Three Months Ended September 30						Six Months Ended September 30
	2013			2012			2013			2012
Gross service cost	$	31		$	19		$	62		$	37
Interest cost		34			30			69			61
Expected return on assets		(20	)		(5	)		(40	)		(9	)
Amortization		2			1			3			2
Net periodic retirement cost	$	47		$	45		$	94		$	91

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Business Segment Information (Tables)

6 Months Ended

Sep. 30, 2013

Business Segment Information [Abstract]

Sales to customers and long-lived assets by geographic area

Information regarding net sales to customers by geographic area for the three and six months ended September 30 is as follows:

	United States		All Other Foreign Countries (1)		Consolidated
Three months ended September 30, 2013	$	4,478	$	1,499	$	5,977
Three months ended September 30, 2012	$	4,219	$	1,491	$	5,710
Six months ended September 30, 2013	$	8,763	$	3,055	$	11,818
Six months ended September 30, 2012	$	8,280	$	3,007	$	11,287

(1) No country accounts for 10% or more of the consolidated net sales

Information regarding geographic area in which we maintain long-lived assets is as follows:

	United States		All Other Foreign Countries (1)		Consolidated
September 30, 2013	$	487	$	621	$	1,108
March 31, 2013	$	434	$	599	$	1,033

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Share-based Compensation (Tables)

6 Months Ended

Sep. 30, 2013

Share-based Compensation [Abstract]

Weighted-average assumptions used to value the options granted

We determined the fair value of our option awards using the Black-Scholes option pricing model.  We used the following weighted-average assumptions to value the options granted during the six months ended September 30:

	2013			2012
Expected life in years		4.51			5.59
Risk-free interest rate		1.35	%		0.95	%
Expected volatility		89.43	%		91.16	%
Expected dividend yield		0	%		0	%
Weighted-average grant date fair value	$	1.65		$	2.61

Stock option activity

The following table summarizes the activity related to our stock options during the six months ended September 30, 2013:

	Number of shares			Weighted average exercise price		Weighted average remaining life in years		Aggregate intrinsic value
Outstanding at March 31, 2013		2,015,889		$	3.51		2.64	$	598
Options granted		855,125			2.47
Options exercised		(130,132	)		0.88
Options surrendered		(260,199	)		3.76
Outstanding at September 30, 2013		2,480,683		$	3.26		3.91		1,657
Exercisable at September 30, 2013		1,455,279		$	3.69		1.98		859

Restricted shares activity

The following table summarizes the activity related to our restricted shares during the six months ended September 30, 2013:

	Number of Shares			Weighted average grant date fair value		Weighted average remaining  life in years		Aggregate intrinsic  value
Balance at March 31, 2013		180,085		$	4.39		1.50	$	790
Shares granted		121,750			3.06
Shares vested		(29,197	)		4.71
Shares forfeited		(90,074	)		4.38
Balance at September 30, 2013		182,564			3.45		2.45		630

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Document and Entity Information	6 Months Ended
	Sep. 30, 2013	Oct. 24, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	UROPLASTY INC
Entity Central Index Key	0000890846
Current Fiscal Year End Date	--03-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		21,517,390
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013

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Savings and Retirement Plans (Tables)

6 Months Ended

Sep. 30, 2013

Savings and Retirement Plans [Abstract]

Components of benefit costs for defined benefit retirement plans

The cost for our defined benefit retirement plans in The Netherlands and the United Kingdom includes the following components for the three- and six-month periods ended

September 30:

	Three Months Ended September 30						Six Months Ended September 30
	2013			2012			2013			2012
Gross service cost	$	31		$	19		$	62		$	37
Interest cost		34			30			69			61
Expected return on assets		(20	)		(5	)		(40	)		(9	)
Amortization		2			1			3			2
Net periodic retirement cost	$	47		$	45		$	94		$	91